peak_ex10-11.htm


    PEAK
RESOURCES INCORPORATED

    


    MANAGEMENT
AGREEMENT

    


    THIS
MANAGEMENT AGREEMENT dated for reference August 15, 2008 is between Peak Resources Incorporated, a
Nevada corporation (“Peak”) with an office at 640 –
8016th Avenue,
Calgary, Alberta T2P 3W2, BC., and Pierre Zakarauskas of #7 -
2536 West 2nd Avenue,
Vancouver, B.C. V6K 1J8.

    


    WHEREAS
Mr. Zakarauskas has recognized experience and contacts of benefit to Peak, AND WHEREAS Mr. Zakarauskas
agreed to be engaged to provide services as Executive Director – Technology and Product
Development to Peak, FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, and the following mutual promises, the parties agree
that:

    


    
      	
               
      

            	
              1.

            	
              Services. Mr.
      Zakarauskas brings his operational and business development expertise
      to Peak in connection with its desired business and Mr. Zakarauskas agrees
      to provide such services for the term of this
  agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Compensation.  Peak
      will pay Mr. Zakarauskas US$2,500 dollars per month for the term of this
      agreement. Salary reviews will be conducted bi-annually or on an as needed
      basis.  Should Peak adopt a stock option plan Mr. Zakarauskas
      will be ensured enrolment in such plan commensurate with his position and
      service to Peak.

            


    

     

    
      	
               
      

            	
              3.

            	
              Expenses.  Peak
      will reimburse Mr. Zakarauskas for any reasonable out-of-pocket expenses
      that he incurs in fulfilling the terms of this agreement, including
      reimbursement for office expenses (rent, cell phone, internet
      charges).

            


    

     

    
      	
               
      

            	
              4.

            	
              Term. The term of
      this agreement will be 24 months and this agreement will be deemed
      effective on August 15, 2008 and will expire on August 14,
      2010.

            


    

     

    
      	
               
      

            	
              5.

            	
              Severance.  Should
      Peak sever Mr. Zakarauskas from his executive position without cause, Mr.
      Zakarauskas will be entitled to 3 months’ severance and any expenses owed
      at the time of severance.

            


    

     

    
      	
               
      

            	
              6.

            	
              Confidentiality.

            


    

     

    
      	
               
      

            	
              a.

            	
              Mr.
      Zakarauskas will hold in the strictest confidence any information about
      Peak or any other affiliated entity that he acquires in the performance of
      his duties under this agreement or otherwise, unless Peak or an affiliate
      has publicly disclosed the information or authorized Mr. Zakarauskas to
      disclose it in writing, and will use his best efforts and precautions to
      prevent the unauthorized disclosure of confidential
      information.  This confidentiality provision survives the
      termination of this agreement and Mr. Zakarauskas’ position as Executive
      Director – Technology and Product Development.  Mr. Zakarauskas
      acknowledges the importance and value of confidential information, that
      the unauthorized disclosure of any confidential information could cause
      irreparable harm to Peak or its affiliates, and that monetary damages are
      an inadequate compensation for Mr. Zakarauskas’ breach of this agreement.
        

            


    

     

    
      	
               
      

            	
              b.

            	
               Accordingly,
      Peak and its affiliates may, in addition to and not in limitation of any
      other rights, remedies or damages available to it in law or equity, obtain
      a temporary restraining order, a preliminary injunction or a permanent
      injunction in order to prevent Mr. Zakarauskas from breaching or
      threatening to breach this
agreement.

            


    

     

    
      	
               
      

            	
              7.

            	
              Representations and
      warranties. Mr. Zakarauskas represents and warrants that he
      has the management skills and experience required to fulfil the duties of
      Executive Director - Technology and Product Development of Peak and to
      advise Peak on its business activities.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Management
      Agreement

            	
              2 /
      2

            


    

    


    
      	
               
      

            	
              8.

            	
              Termination. Either
      party may terminate this agreement any time for any reason by delivering a
      written notice of termination to the other party 60 days before the
      termination date.   Peak will only be liable to pay Mr.
      Zakarauskas for the 60 days unless terminated without
    cause.

            


    

    


    
      	
               
      

            	
              9.

            	
              No waiver. No
      failure or delay of Peak in exercising any right under this agreement
      operates as a waiver of the right.  Peak’s rights under this
      agreement are cumulative and do not preclude Peak from relying on or
      enforcing any other legal or equitable right or
  remedy.

            


    

     

    
      	
              10.

            	
              Time. Time is of
      the essence.

            


    

     

    
      	
              11.

            	
              Jurisdiction. This
      agreement is governed by the laws of the State of
  Nevada.

            


    

     

    
      	
              12.

            	
              Severability.  If
      any part of this agreement that is held to be void or otherwise
      unenforceable by a court or proper legal authority, then that part is
      deemed to be amended or deleted from this agreement, and the remainder of
      this agreement is valid or otherwise
  enforceable.

            


    

     

    
      	
              13.

            	
              Notice. Any notice
      required by or in connection with this agreement be in writing and must be
      delivered to the parties by hand or transmitted by fax to the address and
      fax number given for the parties in the recitals.  Notice is
      deemed to have been delivered when it is delivered by hand or transmitted
      by fax.

            


    

     

    
      	
              14.

            	
              Counterparts. This
      agreement may be signed in counterparts and delivered to the parties by
      fax, and the counterparts together are deemed to be one original
      document.

            


    

    


    


    THE
PARTIES’ SIGNATURES below are evidence of their agreement.

    


    


    
      	
              Peak
      Resources Incorporated

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Authorized Signatory

            	 
      	
              /s/
      Pierre Zakarauskas

            
	
              Authorized
      Signatory

            	 
      	
              Pierre
      Zakarauskas